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News Release

BAT confirms possible offer for Souza Cruz minorities

23 February 2015

Following on from the recent announcement by Souza Cruz, British American Tobacco (BAT) confirms that it is evaluating a possible public tender offer to acquire up to all of the 24.7% of Souza Cruz shares which are not currently owned by BAT and to delist the company.

Any offer for Souza Cruz’s shares would be at a price per share of R$26.75, to be paid in cash, in Brazilian Reais, and to be reduced by any dividend paid by Souza Cruz. A price of R$26.75 per share would represent a premium of 30.0% to Souza Cruz’s volume weighted average closing share price over the three months to Friday 20 February 2015 (being the last trading day before the date of announcement).

The consummation of the offer is still subject to, inter alia, BAT’s board approval and the finalisation of an appraisal report by an independent evaluator which is required in accordance with the relevant Brazilian rules. There can be no certainty that any offer will be made, the related terms of any such offer nor that any delisting will occur.

NOTES TO EDITORS

BAT is a global tobacco Group with brands sold in more than 200 markets. It employs more than 57,000 people worldwide and has over 200 brands in its portfolio, with its cigarettes chosen by one in eight of the world’s one billion smokers. BAT has leadership in more than 60 markets around the world. The Group generated £5.5 billion profit from operations in 2013.

Disclaimers

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank is acting for British American Tobacco and no one else in connection with the contents of this Announcement and will not be responsible to anyone other than British American Tobacco for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

UBS Limited is authorised by the Prudential Regulation Authority and in the United Kingdom is regulated by the Financial Conduct Authority and Prudential Regulation Authority. UBS Limited is acting for British American Tobacco and no one else in connection with the contents of this Announcement and will not be responsible to anyone other than British American Tobacco for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.